SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2003
OR
| ¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 0-20103
WELLS REAL ESTATE FUND IV, L.P.
(Exact name of registrant as specified in its charter)
| Georgia | 58-1915128 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| 6200 The Corners Pkwy., Norcross, Georgia |
30092 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrants telephone number, including area code | (770) 449-7800 | |
(Former name, former address, and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
FORM 10-Q
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
| Page No. | ||||||
| PART I. |
FINANCIAL INFORMATION |
|||||
| Item 1. |
Financial Statements | |||||
| Balance SheetsJune 30, 2003 (unaudited) and December 31, 2002 |
3 | |||||
| 4 | ||||||
| 5 | ||||||
| Statements of Cash Flows for the Six Months Ended June 30, 2003 (unaudited) and 2002 (unaudited) |
6 | |||||
| 7 | ||||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
11 | ||||
| Item 3. | 15 | |||||
| Item 4. |
15 | |||||
| PART II. |
16 | |||||
2
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
| (unaudited) June 30, 2003 |
December 31, 2002 | |||||
| ASSETS: |
||||||
| Investments in Joint Ventures |
$ | 8,524,848 | $ | 8,710,859 | ||
| Due from Joint Ventures |
154,728 | 189,164 | ||||
| Cash and cash equivalents |
47,768 | 28,619 | ||||
| Total assets |
$ | 8,727,344 | $ | 8,928,642 | ||
| LIABILITIES AND PARTNERS CAPITAL: |
||||||
| Liabilities: |
||||||
| Accounts payable |
$ | 6,856 | $ | 15,271 | ||
| Partnership distributions payable |
0 | 198,439 | ||||
| Total liabilities |
6,856 | 213,710 | ||||
| Partners capital: |
||||||
| Limited partners: |
||||||
| Class A1,322,909 units outstanding as of June 30, 2003 and December 31, 2002, respectively |
8,720,488 | 8,714,932 | ||||
| Class B38,551 units outstanding as of June 30, 2003 and December 31, 2002, respectively |
0 | 0 | ||||
| Total partners capital |
8,720,488 | 8,714,932 | ||||
| Total liabilities and partners capital |
$ | 8,727,344 | $ | 8,928,642 | ||
See accompanying notes
3
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
| (unaudited) Three Months Ended |
(unaudited) Six Months Ended | |||||||||||
| June 30, 2003 |
June 30, 2002 |
June 30, 2003 |
June 30, 2002 | |||||||||
| REVENUES: |
||||||||||||
| Equity in income of Joint Ventures (Note 2) |
$ | 108,581 | $ | 96,420 | $ | 245,138 | $ | 257,742 | ||||
| Interest income |
8 | 98 | 355 | 946 | ||||||||
| 108,589 | 96,518 | 245,493 | 258,688 | |||||||||
| EXPENSES: |
||||||||||||
| Partnership administration |
21,513 | 16,110 | 41,559 | 28,548 | ||||||||
| Legal and accounting |
4,277 | 2,496 | 13,109 | 8,853 | ||||||||
| Computer costs |
2,029 | 1,616 | 3,373 | 3,420 | ||||||||
| 27,819 | 20,222 | 58,041 | 40,821 | |||||||||
| NET INCOME |
$ | 80,770 | $ | 76,296 | $ | 187,452 | $ | 217,867 | ||||
| NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS |
$ | 80,770 | $ | 76,296 | $ | 187,452 | $ | 217,867 | ||||
| NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||
| NET INCOME PER CLASS A LIMITED PARTNER UNIT |
$ | 0.06 | $ | 0.06 | $ | 0.14 | $ | 0.16 | ||||
| NET LOSS PER CLASS B LIMITED PARTNER UNIT |
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||
| CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT |
$ | 0.00 | $ | 0.17 | $ | 0.14 | $ | 0.36 | ||||
See accompanying notes
4
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF PARTNERS CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2002
AND THE THREE MONTHS ENDED JUNE 30, 2003 (UNAUDITED)
| Limited Partners |
Total Partners Capital |
|||||||||||||
| Class A |
Class B |
|||||||||||||
| Units |
Amounts |
Units |
Amounts |
|||||||||||
| BALANCE, December 31, 2001 |
1,322,909 | $ | 9,236,417 | 38,551 | $0 | $ | 9,236,417 | |||||||
| Net income |
0 | 385,016 | 0 | 0 | 385,016 | |||||||||
| Partnership distributions |
0 | (906,501 | ) | 0 | 0 | (906,501 | ) | |||||||
| BALANCE, December 31, 2002 |
1,322,909 | 8,714,932 | 38,551 | 0 | 8,714,932 | |||||||||
| Net income |
0 | 187,452 | 0 | 0 | 187,452 | |||||||||
| Partnership distributions |
0 | (181,896 | ) | 0 | 0 | (181,896 | ) | |||||||
| BALANCE, June 30, 2003 (unaudited) |
1,322,909 | $ | 8,720,488 | 38,551 | $0 | $ | 8,720,488 | |||||||
See accompanying notes
5
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
| (unaudited) Six Months Ended |
||||||||
| June 30, 2003 |
June 30, 2002 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 187,452 | $ | 217,867 | ||||
| Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
| Equity in income of Joint Ventures |
(245,138 | ) | (257,742 | ) | ||||
| Changes in assets and liabilities: |
||||||||
| Accounts payable |
(8,415 | ) | (669 | ) | ||||
| Net cash used in operating activities |
(66,101 | ) | (40,544 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Distributions received from Joint Ventures |
465,585 | 550,551 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Partnership distributions paid |
(380,335 | ) | (513,455 | ) | ||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
19,149 | (3,448 | ) | |||||
| CASH AND CASH EQUIVALENTS, beginning of period |
28,619 | 45,866 | ||||||
| CASH AND CASH EQUIVALENTS, end of period |
$ | 47,768 | $ | 47,768 | ||||
| SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES: |
||||||||
| Due from Joint Ventures |
$ | 154,728 | $ | 228,890 | ||||
| Partnership distributions payable |
$ | 0 | $ | 233,675 | ||||
See accompanying notes
6
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
CONDENSED NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003 (UNAUDITED)
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(a) Organization and Business
Wells Real Estate Fund IV, L.P. (the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. (Wells Partners), a Georgia non-public limited partnership, serving as its general partners (the General Partners). The Partnership was formed on October 25, 1990, for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing and managing income-producing commercial properties for investment purposes. The Partnership has two classes of limited partnership interests, Class A and Class B units. Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations, (b) change the business purpose or investment objectives of the Partnership, and (c) add or remove a general partner. A majority vote on any of the above described matters will bind the Partnership without the concurrence of the General Partners. Each limited partner unit has equal voting rights, regardless of class.
On March 4, 1991, the Partnership commenced an offering of up to $25,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership did not commence active operations until it received and accepted subscriptions for 125,000 units on May 13, 1991. The offering was terminated on February 29, 1992 at which time the Partnership had sold approximately 1,322,909 Class A units and 38,551 Class B units representing capital contributions of $13,614,652 from investors who were admitted to the Partnership as limited partners. From the original funds raised, the Partnership has invested a total of $11,188,611 in properties, paid $748,805 in acquisition and advisory fees, and paid $1,767,236 in selling commission and organization and offering expenses.
The Partnership owns interests in all of its real estate assets through Joint Ventures with other Wells Real Estate Funds. As of June 30, 2003, the Partnership owned interests in the following four properties through the affiliated Joint Ventures (the Joint Ventures) listed below:
| Joint Venture | Joint Venture Partners | Properties | ||
| Fund III and Fund IV Associates (Fund III-IV Associates)
|
Wells Real Estate Fund III, L.P. Wells Real Estate Fund IV, L.P. |
1. Stockbridge Village Center A retail shopping center located in Stockbridge, Georgia
2. Reciprocal Group Building A two-story office building located in Richmond, Virginia
| ||
| Fund IV and Fund V Associates (Fund IV-V Associates) |
Wells Real Estate Fund IV, L.P. Wells Real Estate Fund V, L.P. |
3. Village Overlook Property Two substantially identical two-story office buildings located in Clayton County, Georgia
4. IBM Jacksonville Building A four-story office building located in Jacksonville, Florida
| ||
7
Each of the aforementioned properties was acquired on an all cash basis. For further information regarding the foregoing Joint Ventures and properties, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2002.
(b) Basis of Presentation
The financial statements of the Partnership have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. The quarterly statements included herein have not been examined by independent auditors. However, in the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly present the results for those periods. Results for interim periods are not necessarily indicative of full year results. For further information, refer to the financial statements and footnotes included in the Partnerships Form 10-K for the year ended December 31, 2002.
(c) Allocations of Net Income, Net Loss and Gain on Sale
For purposes of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership, excluding deductions for depreciation and amortization. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the limited partners holding Class A units and the General Partners. To the extent the Partnerships net income in any year exceeds net cash from operations, it will be allocated 99% to the limited partners and 1% to the General Partners.
Net loss, depreciation, and amortization deductions for each fiscal year will be allocated as follows: (a) 99% to the limited partners holding Class B units and 1% to the General Partners until their capital accounts are reduced to zero, (b) then to any partner having a positive balance in his/her capital account in an amount not to exceed such positive balance, and (c) thereafter to the General Partners.
Gain on the sale or exchange of the Partnerships properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are made, if applicable: (a) allocations made pursuant to a qualified income offset provision in the partnership agreement, (b) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero, and (c) allocations to Class B limited partners in amounts equal to deductions for depreciation and amortization previously allocated to them with respect to the specific partnership property sold, but not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.
(d) Distributions of Net Cash From Operations
Cash available for distribution, as defined by the partnership agreement, is distributed on a cumulative noncompounded basis to the limited partners quarterly. In accordance with the partnership agreement, distributions are paid first to limited partners holding Class A units until they have received a 10% per annum return on their adjusted Capital Contributions, as defined. Cash available for distribution is then paid to the General Partners until they have received an amount equal to 10% of distributions. Any remaining cash available for distribution is split between the limited partners holding Class A units and the General Partners on a basis of 90% and 10%, respectively. No cash distributions will be made to the limited partners holding Class B units.
8
(e) Distributions of Sales Proceeds
Upon sales of properties, the net sales proceeds are distributed in the following order:
| | To limited partners on a per unit basis until each limited partner has received 100% of his/her adjusted Capital Contribution, as defined |
| | To limited partners holding Class B units on a per unit basis until they receive an amount equal to the net cash available for distribution received by the limited partners holding Class A units |
| | To all limited partners on a per unit basis until they receive a cumulative 10% per annum return on their adjusted Capital Contribution, as defined |
| | To limited partners holding Class B units on a per unit basis until they receive a cumulative 15% per annum return on their adjusted Capital Contribution, as defined |
| | To all limited partners until they receive an amount equal to their respective cumulative distributions, as defined |
| | To the General Partners until they have received 100% of their Capital Contributions, as defined |
| | Thereafter, 80% to the limited partners and 20% to the General Partners |
2. INVESTMENTS IN JOINT VENTURES
(a) Basis of Presentation
As of June 30, 2003, the Partnership owned interests in four properties through its ownership in the Joint Ventures. The Partnership does not have control over the operations of the Joint Ventures; however, it does exercise significant influence. Accordingly, the Partnerships investments in the Joint Ventures are recorded using the equity method of accounting, whereby original investments are recorded at cost and subsequently adjusted for contributions, distributions and net income (loss) attributable to the Partnership. For further information, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2002.
(b) Summary of Operations
The following information summarizes the operations of the Joint Ventures in which the Partnership held ownership interests for the three and six months ended June 30, 2003 and 2002, respectively:
| Total Revenues |
Net Income (Loss) |
Partnerships Share of | |||||||||||||||||||
| Three Months Ended |
Three Months Ended |
Three Months Ended | |||||||||||||||||||
| June 30, 2003 |
June 30, 2002 |
June 30, 2003 |
June 30, 2002 |
June 30, 2003 |
June 30, 2002 | ||||||||||||||||
| Fund III-IV Associates |
$ | 542,186 | $ | 518,9 | |||||||||||||||||